10-K/A: Annual report [Section 13 and 15(d), not S-K Item 405]
Published on March 20, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended June 30 , 2025
Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File
Number: 001-39267
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) | |
Registrant’s telephone number, including area code
(510 ) 780-0819
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation Yes ☒ No ☐
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act. | Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
Non-Accelerated Filer |
☒ | Smaller Reporting Company | ||||
| Emerging Growth Company | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule ☒
12b-2
of the Act). Yes ☐ No The aggregate market value of the Registrant’s common equity held by 152,964,292
non-affiliates,
based upon the closing price of the Registrant’s securities on the Nasdaq Capital Market of $12.63 on December 31, 2024 was approximately $There were 26,250,469 shares of the Registrant’s common stock, $0.0001 par value per share, outstanding on September 17, 2025.
EXPLANATORY NOTE
Benitec Biopharma Inc. is filing this Amendment No. 1 (this “Form
10-K/A”)
to its Annual Report on Form 10-K
for the fiscal year ended June 30, 2025 (the “Original 10-K”),
as originally filed with the Securities and Exchange Commission (the “Commission”) on September 22, 2025, for the purpose of including the conformed signature of Baker Tilly US, LLP on the Report of Independent Registered Public Accounting Firm (the “Report”) within Item 8 of the Original 10-K.
The conformed signature was inadvertently omitted from the version of the Report that was filed with the Original 10-K.
This Form 10-K/A
includes the Report with the conformed signature. The exhibit list appearing in Item 15 of the Form 10-K
has been updated to indicate that Exhibits 21.1 and 97 were previously filed. This Form 10-K/A
includes new certifications, as required by Rule 12b-15
under the Securities Exchange Act of 1934, from our Chief Executive Officer and Chief Financial Officer, dated as of the date of filing of this Form 10-K/A,
and a new Consent of Independent Registered Public Accounting Firm, dated as of the date of filing of this Form 10-K/A.
Except for the correction described above, this Form
10-K/A
does not purport to update any disclosures contained in the annual report. For disclosures subsequent to September 22, 2025, please see the Company’s reports filed with the Commission after that date. 1
Item 8. Financial Statements and Supplementary Data.
BENITEC BIOPHARMA INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Benitec Biopharma Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Benitec Biopharma Inc. (the “Company”) as of June 30, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows, for each of the two years in the period ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate
to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Baker Tilly US, LLP |
September 22, 2025 |
We have served as the Company’s aud
ito
r since 2020. F-
2
BENITEC BIOPHARMA INC.
Consolidated Balance Sheets
(in thousands, except par value and share amounts)
June 30, 2025 |
June 30, 2024 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | $ | ||||||
| Restricted cash |
||||||||
| Trade and other receivables |
||||||||
| Prepaid and other assets |
||||||||
| |
|
|
|
|||||
| Total current assets |
||||||||
| Property and equipment, net |
||||||||
| Deposits |
||||||||
| Prepaid and other assets |
||||||||
| Right-of-use assets |
||||||||
| |
|
|
|
|||||
| Total assets |
$ | $ | ||||||
| |
|
|
|
|||||
| Liabilities and stockholders’ equity |
||||||||
| Current liabilities: |
||||||||
| Trade and other payables |
$ | $ | ||||||
| Accrued employee benefits |
||||||||
| Lease liabilities, current portion |
||||||||
| |
|
|
|
|||||
| Total current liabilities |
||||||||
| |
|
|
|
|||||
| Non-current accrued employee benefits |
||||||||
| Lease liabilities, less current portion |
||||||||
| |
|
|
|
|||||
| Total liabilities |
||||||||
| |
|
|
|
|||||
| Stockholders’ equity: |
||||||||
| Preferred stock, $ |
||||||||
| Common stock, $ |
||||||||
| Additional paid-in capital |
||||||||
| Accumulated deficit |
( |
) |
( |
) | ||||
| Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Total stockholders’ equity |
||||||||
| |
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | $ | ||||||
| |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-
3
BENITEC BIOPHARMA INC.
Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share amounts)
Year Ended June 30, |
||||||||
2025 |
2024 |
|||||||
| Operating expenses |
||||||||
| Royalties and license fees |
$ | $ | ( |
) | ||||
| Research and development |
||||||||
| General and administrative |
||||||||
| |
|
|
|
|||||
| Total operating expenses |
||||||||
| |
|
|
|
|||||
| Loss from operations |
( |
) | ( |
) | ||||
| Other income (loss): |
||||||||
| Foreign currency transaction gain (loss) |
( |
) | ||||||
| Interest income (expense), net |
||||||||
| Other expense, net |
( |
) | ( |
) | ||||
| Gain on extinguishment of liabilities |
||||||||
| Unrealized loss on investment |
( |
) | ||||||
| |
|
|
|
|||||
| Total other income (loss), net |
||||||||
| |
|
|
|
|||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
| Other comprehensive income: |
||||||||
| Unrealized foreign currency translation gain (loss) |
( |
) | ||||||
| |
|
|
|
|||||
| Total other comprehensive income (loss) |
( |
) | ||||||
| |
|
|
|
|||||
| Total comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
| Deemed dividends |
( |
) | ||||||
| |
|
|
|
|||||
| Net loss attributable to common shareholders |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
| Net loss per share: |
||||||||
| Basic and diluted |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
| Weighted average number of shares outstanding: basic and diluted |
||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-
4
BENITEC BIOPHARMA INC.
Consolidated Statements of Stockholders’ Equity
(in thousands, except share amounts)
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Total Stockholders’ Equity |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
| Balance at June 30, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Issuance of common stock, pre-funded warrants, and common warrants sold for cash, net of offering costs of $ |
— | — | ||||||||||||||||||||||
| Issuance of common stock and pre-funded warrants sold for cash, net of offering costs of $ |
— | — | ||||||||||||||||||||||
| Exercise of pre-funded warrants |
— | — | — | — | — | |||||||||||||||||||
| Exercise of Series 2 warrants |
— | — | — | |||||||||||||||||||||
| Exercise of common warrants |
— | — | — | |||||||||||||||||||||
| Anti-dilution adjustment to warrants |
— | — | ( |
) | — | — | ||||||||||||||||||
| Share-based compensation |
— | — | — | — | ||||||||||||||||||||
| Foreign currency translation loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
| Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance at June 30, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Issuance of common stock and pre-funded warrants sold for cash, net of offering costs of $ |
— | — | ||||||||||||||||||||||
| Exercise of pre-funded warrants |
— | — | — | — | — | |||||||||||||||||||
| Exercise of Series 2 warrants |
— | — | — | |||||||||||||||||||||
| Exercise of common warrants, net of offering cost of $ |
— | — | — | |||||||||||||||||||||
| Share-based compensation |
— | — | — | — | ||||||||||||||||||||
| Foreign currency translation gain |
— | — | — | — | ||||||||||||||||||||
| Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Balance at June 30, 2025 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-
5
BENITEC BIOPHARMA INC.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended June 30, |
||||||||
2025 |
2024 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
||||||||
| Amortization of right-of-use |
||||||||
| Unrealized loss on investment |
— | |||||||
| Gain on extinguishment of liabilities |
( |
) | — | |||||
| Share-based compensation expense |
||||||||
| Changes in operating assets and liabilities: |
||||||||
| Trade and other receivables |
( |
) | ||||||
| Prepaid and other assets |
( |
) | ||||||
| Trade and other payables |
( |
) | ||||||
| Accrued employee benefits |
( |
) | ||||||
| Lease liabilities |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Net cash used in operating activities |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Cash flows from investing activities: |
||||||||
| Purchase of property and equipment |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of common stock, pre-funded warrants, and common warrants |
||||||||
| Proceeds from exercise of pre-funded warrants, Series 2 warrants common warrants |
||||||||
| Share and pre-funded warrants issuance transaction costs |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Net cash provided by financing activities |
||||||||
| |
|
|
|
|||||
| Effects of exchange rate changes on cash, cash equivalents, and restricted cash |
( |
) | ||||||
| |
|
|
|
|||||
| Net increase in cash, cash equivalents, and restricted cash |
||||||||
| Cash, cash equivalents, and restricted cash, beginning of period |
||||||||
| |
|
|
|
|||||
| Cash, cash equivalents, and restricted cash, end of period |
$ | $ | ||||||
| |
|
|
|
|||||
| Supplemental disclosure of cash flow information |
||||||||
| Initial measurement of operating lease right-of-use assets |
$ | $ | ||||||
| |
|
|
|
|||||
| Re-measurement of operating lease right-of-use assets |
$ | $ | ||||||
| |
|
|
|
|||||
| Deemed dividend |
$ | $ | ||||||
| |
|
|
|
|||||
The accompanying notes are an integral part of these consolidated financial statements.
F-
6
BENITEC BIOPHARMA INC.
Notes to Consolidated Financial Statements
June 30, 2025 and 2024
Benitec Biopharma Inc. (the “Company”, “we”, “our”) is a corporation formed under the laws of Delaware, United States of America, on November 22, 2019 and listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BNTC”. Benitec Biopharma Inc. is the parent entity of a number
of subsidi
aries including the previous parent entity Benitec Biopharma Limited (“BBL”). BBL was incorporated under the laws of Australia in 1995 and was listed on the Australian Securities Exchange, or ASX, from 1997 until April 15, 2020. On August 14, 2020, BBL reorganized as a Proprietary Limited company and changed its name to Benitec Biopharma Proprietary Limited. The Company’s business focuses on the development of novel genetic medicines. Our proprietary platform is called “Silence and Replace” DNA-directed
RNA interference. The proprietary “Silence and Replace” DNA-directed
RNA interference platform combines RNA interference, or RNAi, with gene therapy to create medicines that simultaneously facilitate sustained silencing of disease-causing genes and concomitant delivery of wildtype replacement genes following a single administration of the therapeutic construct. During the year ended June 30, 2021, the Company completed an organization restructuring as part of the commercial desire to provide a more efficient structure for the future as the Company transitioned its operations to the United States.
The Company’s fiscal year end is June 30. References to a particular “fiscal year” are to our fiscal year end June 30 of that calendar year.
The consolidated financial statements of Benitec Biopharma Inc. are presented in United States dollars and consist of Benitec Biopharma Inc. and its wholly owned subsidiaries as listed below. Aside from Benitec Biopharma Proprietary Limited, the international subsidiaries are dormant.
Principal place of business/country of incorporation | ||
Benitec Biopharma Proprietary Limited (“BBL”) |
||
Benitec Australia Proprietary Limited |
||
Benitec Limited |
||
Benitec, Inc. |
||
Benitec LLC |
||
RNAi Therapeutics, Inc. |
||
Tacere Therapeutics, Inc. |
||
Benitec IP Holdings, Inc. |
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The Company’s consolidated financial statements contained in this report have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”) and pursuant to the rules and regulations of the SEC.
Reference is frequently made herein to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”). This is the source of authoritative GAAP recognized by the FASB to be applied to
non-governmental
entities. Principles of Consolidation
The consolidated financial statements include the Company’s accounts and the accounts of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates and assumptions in the Company’s consolidated financial statements relate to accrued research and development expense and valuation of equity-based instruments issued for other than cash. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
F-7
Risks and Uncertainties
The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, reliance on single-source vendors and collaborators, availability of raw materials, patentability of the Company’s products and processes and clinical efficacy and safety of the Company’s products under development, compliance with government regulations and the need to obtain additional financing to fund operations.
There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.
Segment Reporting
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment.
Foreign Currency Translation and Other Comprehensive Income (Loss)
The Company’s functional currency and reporting currency is the United States dollar. BBL’s functional currency is the Australian dollar (AUD). Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive loss.” Gains and losses resulting from foreign currency translation are included in the consolidated statements of operations and comprehensive loss as other comprehensive income (loss).
Other comprehensive income (loss) for all periods presented consists entirely of foreign currency translation gains and losses.
As of June 30, 2025 and 2024, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were as follows:
June 30, 2025 |
June 30, 2024 |
|||||||
Exchange rate on balance sheet dates |
||||||||
USD: AUD Exchange Rate |
||||||||
Average exchange rate for the period |
||||||||
USD: AUD Exchange Rate |
||||||||
Fair Value Measurements
The Company measures its financial assets and liabilities in accordance with GAAP using ASC 820, . For certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, the carrying amounts approximate fair value due to their short maturities.
Fair Value Measurements
The Company follows accounting guidance for financial assets and liabilities. ASC 820 defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: |
Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |
Level 2: |
Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |
Level 3: |
Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. | |
As of June 30, 2025 and 2024, the Company had
financial assets or liabilities measured at fair value on a recurring basis.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and at banks,
short
-term deposits with an original maturity of three months or
less with financial institutions. There were no cash equivalents as of June 30, 2025 and 2024. Restricted cash balances of $113 thousand and $63
thousand as of June 30, 2025 and 2024, respectively, are used to secure the Company’s credit card.
Concentrations of Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash. The Company maintains deposits at federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
Trade and Other Receivables
The Company estimates current expected credit losses in accordance with ASC 326- Financial Instruments – Credit Losses on trade and other receivables on an ongoing basis, and will recognize those expected credit losses immediately. Estimates of current expected credit losses will be based on analyses of individual customer circumstances and historical No
write-off
experience. The Company’s analyses will consider the aging of receivable accounts, customer creditworthiness, and general economic conditions. Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals, and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation and amortization are removed from the respective accounts, and any gain or loss is included in operations.
| Software | ||
| Lab equipment | ||
| Computer hardware | ||
| Leasehold improvements |
Impairment of Long-Lived Assets
Property and equipment and operating lease right-o
f
-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of the period and which are unpaid. Due to their short-term nature, they are measured at cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Leases
At lease commencement, the Company records a lease liability based on the present value of lease payments over the expected lease term. The Company calculates the present value of lease payments using the discount rate implicit in the lease, unless that rate cannot be readily determined. In that case, the Company uses its incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments over the expected lease term. The Company records a corresponding lease asset based on the lease liability, adjusted for any lease incentives received and any initial direct costs paid to the lessor prior to the lease commencement date.
right-of-use
After lease commencement, the Company measures its leases as follows: (i) the lease liability based on the present value of the remaining lease payments using the discount rate determined at lease commencement; and (ii) the lease asset based on the remeasured lease liability, adjusted for any unamortized lease incentives received, any unamortized initial direct costs and the cumulative difference between rent expense and amounts paid under the lease agreement. Any lease incentives received and any initial direct costs are amortized on a straight-line basis over the expected lease term. Rent expense is recorded on a straight-line basis over the expected lease term.
right-of-use
Lease terms may include options to extend or terminate the lease when the Company is reasonably certain that it will exercise the option. Certain lease agreements may contain variable costs such as utilities and common area maintenance. Variable lease costs are expensed when the cost is incurred.
The Company elected the short-term lease practical expedient that allows entities to recognize lease payments on a straight-line basis over the lease term for leases with a term of 12 months or less. The Company has also elected the practical expedient under ASC Topic 842 allowing entities to not separate
non-lease
components from lease components, but instead account for such components as a single lease component for all leases. Basic and Diluted Net Loss Per Share
Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding plus potential common shares. Stock options, warrants and convertible instruments are considered potential common shares and are included in the calculation of diluted net loss per share using the treasury stock method when their effect is dilutive. Potential common shares are excluded from the calculation of diluted net income (loss) per share when their effect is anti-dilutive. As of June 30, 2025 and 2024, there were 10,074,825 and 18,107,892 potential common shares, respectively, that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive.
Basic
and diluted
weighted average shares outstanding for the years ended 15,270,811 17,345,394 0.0001 per share), these shares are deemed to be issued for purposes of basic earnings per share.
June 30,
2025 and 2024 include Correction of Immaterial Error
s
During the third quarter of 2025, the Company identified an immaterial error in the Company’s previously issued consolidated financial statements related to weighted-average number of common shares outstanding within the net loss per share computation. The error pertains to the exclusion of adjustment within the December 31, 2024 unaudited interim condensed consolidated financial statement. See Note 3, Restatement of Prior Period Financial Statements, for further information.
pre-funded
warrants from the weighted-average number of common shares used in the computation of net loss per share. The Company assessed materiality, including qualitative and quantitative factors, and determined the error is immaterial to both the current and prior periods. The Company has revised the comparative net loss per share information as presented and disclosed within these consolidated financial statements. The revision had no effect on the consolidated balance sheet, consolidated statements of cash flows, consolidated statements of stockholders’ equity, or to reported net losses. During the year ended June 30, 2025, the Company identified an immaterial error in the Company’s previously issued March 31, 2024 unaudited interim condensed consolidated, June 30, 2024 annual audited consolidated, and September 30, 2024 unaudited interim condensed consolidated financial statements related to the computation of share-based compensation expense resulting from inaccurate system configuration. The Company assessed materiality, including qualitative and quantitative factors, and determined the error is immaterial to the aforementioned prior periods. The Company has recorded a cumulative catch up out-of-period
Research and Development Expense
Research and development expenses relate primarily to the cost of conducting clinical and
pre-clinical
trials. Pre-clinical
and clinical development costs are a significant component of research and development expenses. The Company records accrued liabilities for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of pre-clinical
studies and clinical trials, and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in trade and other payables on the consolidated balance sheets and within research and development expenses on the consolidated statements of operations and comprehensive loss. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers. The Company makes significant judgments and estimates in determining the accrued liabilities balance at the end of each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred.
Share-based Compensation Expense
The Company records share-based compensation in accordance with ASC 718, Stock Compensation. ASC 718 requires the fair value of all share-based compensation awarded to employees and non-employees to be recorded as an expense over the shorter of the service period or the vesting period. The Company determines employee and non-employee share-based compensation based on the grant-date fair value using the Black-Scholes Option Pricing Model.
Under ASC 718, the exercise price for share-based compensation is determined using the fair market value of the Company’s common stock on the grant date. For an award with graded vesting subject only to a service condition (e.g., time-based vesting), ASC 718-10-35-8 provides an accounting policy choice between graded vesting attribution or straight-line attribution. The Company elects the graded vesting method, recognizing compensation expense for only the portion of awards expected to vest. The Company accounts for forfeitures as they occur and records compensation cost assuming all option holders will complete the requisite service period. If an award is forfeited, the Company reverses compensation expense previously recognized in the period the award is forfeited.
Common Stock Warrants
The Company accounts for its common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). Based upon the provisions of ASC 480 and ASC 815, the Company accounts for common stock warrants as current liabilities if the warrant fails the equity classification criteria. The Company classifies certain warrants for the purchase of shares of its common stock as equity on its consolidated balance sheets as these warrants are considered indexed to the Company’s shares of common stock. For warrants that do not meet the criteria of a liability warrant and are classified on the Company’s consolidated balance sheets as equity instruments, the Company uses the Black-Scholes model to measure the value of the warrants at issuance.
The pre-funded warrants are immediately exercisable at a price of $
per warrant, without any additional exercise restrictions, for the holder to receive the underlying common stock. Therefore, the fair value of the pre-funded warrant at issuance was determined to equal to the fair value of the common stock on the date the pre-funded warrant was issued.
Income Taxes
The Company is subject to Australia and United States income tax laws. The Company follows ASC 740, , when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.
Accounting for Income Taxes
Comprehensive Loss
Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances
from non-owner
sources. The Company records unrealized foreign currency translation gain (loss) which qualifies as other comprehensive income (loss). Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2023-07, (Topic 280) , which requires disclosures about significant segment expenses and additional interim disclosure requirements. The standard also requires a single reportable segment company to provide all disclosures required by Topic 280. The Company adopted ASU 2023-07 during the year ended June 30, 2025. See Note 13 for the segment disclosures as required by Topic 280, as amended by ASU 2023-07.
Segment Reporting
Improvements to Reportable Segment Disclosures
Recently
Issued
Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU , which enhances the transparency, effectiveness, and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. This guidance is effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of the ASU on its income tax disclosures within the consolidated financial statements.
No. 2023-09,
Income Taxes (Topic 740) – Improvements to Income Tax Disclosures
In November 2024, the FASB issued ASU , which requires entities, in the notes to financial statements, to disclose specified information about certain costs and expenses. The guidance is effective for the Company’s annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is assessing the impact of adopting this guidance on its consolidated financial statements.
2024-03—
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40)
The Company has implemented this ASU on its disclosures within the consolidated financial statements for the financial year ended June 30, 2025.
3. Restatement of Prior Period Financial Statements
In connection with the preparation of the Company’s Annual Report on Form
10-K
for the fiscal year ended June 30, 2025, the Company determined that, subsequent to the migration to a new equity award system in November 2023, there was an error in the calculation of the Company’s share-based compensation expense for new awards of employee share options and equity awards. The system was incorrectly configured to calculate share-based compensation expense for new equity awards using the straight-line method, instead of the Company’s policy elected graded vesting attribution method. The Company concluded that impact of such error was immaterial to previously issued financial statements prior to the quarter ended December 31, 2024, but the cumulative impact would have had a material effect starting in the unaudited consolidated financial statements as of and for the quarterly periods ended March 31, 2025, and December 31, 2024. As a result, the Company has restated its Unaudited Consolidated Balance Sheets, Unaudited Consolidated Statements of Stockholders Equity, Unaudited Consolidated Statements of Operations and Comprehensive Loss, and Unaudited Consolidated Statements of Cash Flows as of and for the three months and nine months ended March 31, 2025, as of and for the three and six months ended December 31, 2024, presented herein. The restatement includes adjustments to share-based compensation expense, additional
paid-in
capital, accumulated deficit, net loss and loss per share.2
The impact of the correction of the misstatements is summarized below:
Restated Consolidated Balance Sheet
(Unaudited)
(in thousands, except par value and share amounts)
As of March 31, 2025 |
||||||||||||
As Reported |
Adjustment |
As Restated |
||||||||||
Assets |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | $ | $ | |||||||||
Restricted cash |
||||||||||||
Trade and other receivables |
||||||||||||
Prepaid and other assets |
||||||||||||
Total current assets |
||||||||||||
Property and equipment, net |
||||||||||||
Deposits |
||||||||||||
Prepaid and other assets |
||||||||||||
Right-of-use assets |
||||||||||||
Total assets |
$ | $ | $ | |||||||||
Liabilities and stockholders’ equity |
||||||||||||
Current liabilities: |
||||||||||||
Trade and other payables |
$ | $ | $ | |||||||||
Accrued employee benefits |
||||||||||||
Lease liabilities, current portion |
||||||||||||
Total current liabilities |
||||||||||||
Non-current accrued employee benefits |
||||||||||||
Lease liabilities, less current portion |
||||||||||||
Total liabilities |
||||||||||||
Commitments and contingencies |
||||||||||||
Stockholders’ equity: |
||||||||||||
Preferred stock, $ |
||||||||||||
Common stock, $ |
||||||||||||
Additional paid-in capital |
||||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||||||
Total stockholders’ equity |
||||||||||||
Total liabilities and stockholders’ equity |
$ | $ | $ | |||||||||
3
Restated Consolidated Balance Sheet
(Unaudited)
(in thousands, except par value and share amounts)
As of December 31, 2024 |
||||||||||||
As Reported |
Adjustment |
As Restated |
||||||||||
Assets |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | $ | $ | |||||||||
Restricted cash |
||||||||||||
Trade and other receivables |
||||||||||||
Prepaid and other assets |
||||||||||||
Total current assets |
||||||||||||
Property and equipment, net |
||||||||||||
Deposits |
||||||||||||
Prepaid and other assets |
||||||||||||
Right-of-use assets |
||||||||||||
Total assets |
$ | $ | $ | |||||||||
Liabilities and stockholders’ equity |
||||||||||||
Current liabilities: |
||||||||||||
Trade and other payables |
$ | $ | $ | |||||||||
Accrued employee benefits |
||||||||||||
Lease liabilities, current portion |
||||||||||||
Total current liabilities |
||||||||||||
Non-current accrued employee benefit |
||||||||||||
Total liabilities |
||||||||||||
Commitments and contingencies |
||||||||||||
Stockholders’ equity: |
||||||||||||
Preferred stock, $ |
||||||||||||
Common stock, $ |
||||||||||||
Additional paid-in capital |
||||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||||||
Total stockholders’ equity |
||||||||||||
Total liabilities and stockholders’ equity |
$ | $ | $ | |||||||||
4
Restated Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except share and per share amounts)
Three Months Ended |
Nine Months Ended |
|||||||||||||||||||||||
March 31, 2025 |
March 31, 2025 |
|||||||||||||||||||||||
As Reported |
Adjustment |
As Restated |
As Reported |
Adjustment |
As Restated |
|||||||||||||||||||
Operating expenses |
||||||||||||||||||||||||
Research and development |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
General and administrative |
||||||||||||||||||||||||
Total operating expenses |
||||||||||||||||||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Other income (loss): |
||||||||||||||||||||||||
Foreign currency transaction gain (loss) |
( |
) | ( |
) | ||||||||||||||||||||
Interest income (expense), net |
||||||||||||||||||||||||
Other expense, net |
( |
) | ( |
) | ||||||||||||||||||||
Gain on extinguishment of liabilities |
||||||||||||||||||||||||
Total other income, net |
||||||||||||||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Other comprehensive income: |
||||||||||||||||||||||||
Unrealized foreign currency translation gain (loss) |
( |
) | ( |
) | ||||||||||||||||||||
Total other comprehensive income (loss) |
( |
) | ( |
) | ||||||||||||||||||||
Total comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Net loss attributable to common shareholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Net loss per share: |
||||||||||||||||||||||||
Basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Weighted average number of shares outstanding: basic and diluted |
||||||||||||||||||||||||
5
Restated Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except share and per share amounts)
Three Months Ended |
Six Months Ended |
|||||||||||||||||||||||
December 31, 2024 |
December 31, 2024 |
|||||||||||||||||||||||
As Reported |
Adjustment |
As Restated |
As Reported |
Adjustment |
As Restated |
|||||||||||||||||||
Operating expenses |
||||||||||||||||||||||||
Research and development |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
General and administrative |
||||||||||||||||||||||||
Total operating expenses |
||||||||||||||||||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Other income (loss): |
||||||||||||||||||||||||
Foreign currency transaction gain (loss) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Interest income (expense), net |
||||||||||||||||||||||||
Other expense, net |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Gain on extinguishment of liabilities |
||||||||||||||||||||||||
Unrealized loss on investment |
||||||||||||||||||||||||
Total other income, net |
||||||||||||||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Other comprehensive income: |
||||||||||||||||||||||||
Unrealized foreign currency translation gain (loss) |
||||||||||||||||||||||||
Total other comprehensive income (loss) |
||||||||||||||||||||||||
Total comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Deemed dividends |
||||||||||||||||||||||||
Net loss attributable to common shareholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Net loss per share: |
||||||||||||||||||||||||
Basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Weighted average number of shares outstanding: basic and diluted |
$ | |||||||||||||||||||||||
6
Restated Consolidated Statements of Stockholders’ Equity
(Unaudited)
(in thousands, except share amounts)
Common Stock |
Additional Paid-in |
Accumulated |
Accumulated Other Comprehensive |
Total Stockholders’ |
||||||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Loss |
Equity |
|||||||||||||||||||
Balance at June 30, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Exercise of pre-funded warrants |
— | — | — | — | — | |||||||||||||||||||
Exercise of Series 2 warrants |
— | — | — | |||||||||||||||||||||
Exercise of common warrants |
— | — | — | |||||||||||||||||||||
Share-based compensation |
— | — | — | — | ||||||||||||||||||||
Foreign currency translation loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Balance at September 30, 2024 |
( |
) | ( |
) | ||||||||||||||||||||
Exercise of pre-funded warrants |
— | — | — | — | — | |||||||||||||||||||
Exercise of Series 2 warrants |
— | — | — | |||||||||||||||||||||
Exercise of common warrants, net of issuance costs of $ |
— | — | — | |||||||||||||||||||||
Share-based compensation |
— | — | — | — | ||||||||||||||||||||
Foreign currency translation gain |
— | — | — | — | ||||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Restatement adjustment |
— | — | ( |
) | — | — | ||||||||||||||||||
Balance at December 31, 2024 (as restated) |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Issuance of common stock and pre-funded warrants sold for cash, net of offering costs of $ |
— | — | ||||||||||||||||||||||
Exercise of common warrants |
— | — | — | |||||||||||||||||||||
Share-based compensation |
— | — | — | — | ||||||||||||||||||||
Foreign currency translation gain |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Restatement adjustment |
— | — | ( |
) | — | — | ||||||||||||||||||
Balance at March 31, 2025 (as restated) |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
F-
1
7
Restated Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Nine Months Ended March 31, 2025 |
||||||||||||
As Reported |
Adjustment |
As Restated |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||||||
Depreciation and amortization |
||||||||||||
Amortization of right-of-use assets |
||||||||||||
Unrealized loss on investment |
||||||||||||
Gain on extinguishment of liabilities |
( |
) | ( |
) | ||||||||
Share-based compensation expense |
||||||||||||
Changes in operating assets and liabilities: |
||||||||||||
Trade and other receivables |
||||||||||||
Prepaid and other assets |
||||||||||||
Trade and other payables |
||||||||||||
Accrued employee benefits |
( |
) | ( |
) | ||||||||
Lease liabilities |
( |
) | ( |
) | ||||||||
Net cash used in operating activities |
( |
) | ( |
) | ||||||||
Cash flows from investing activities: |
||||||||||||
Purchase of property and equipment |
( |
) | ( |
) | ||||||||
Net cash used in investing activities |
( |
) | ( |
) | ||||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from issuance of common stock, pre-funded warrants, and common warrants |
||||||||||||
Proceeds from exercise of pre-funded warrants, series 2 warrants and common warrants |
||||||||||||
Share issuance transaction costs |
( |
) | ( |
) | ||||||||
Net cash provided by financing activities |
||||||||||||
Effects of exchange rate changes on cash, cash equivalents, and restricted cash |
||||||||||||
Net increase in cash, cash equivalents, and restricted cash |
||||||||||||
Cash, cash equivalents, and restricted cash, beginning of period |
||||||||||||
Cash, cash equivalents, and restricted cash, end of period |
$ | $ | ||||||||||
Supplemental disclosure of cash flow information |
||||||||||||
Initial measurement of operating lease right- of -use assets and liabilities |
$ | $ | ||||||||||
Re-measurement of operating lease right-of-use assets and liabilities |
$ | $ | ||||||||||
18
Restated Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Six Months Ended December 31, 2024 |
||||||||||||
As Reported |
Adjustment |
As Restated |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||||||
Depreciation and amortization |
||||||||||||
Amortization of right-of-use assets |
||||||||||||
Unrealized loss on investment |
||||||||||||
Gain on extinguishment of liabilities |
( |
) | ( |
) | ||||||||
Share-based compensation expense |
||||||||||||
Changes in operating assets and liabilities: |
||||||||||||
Trade and other receivables |
||||||||||||
Prepaid and other assets |
||||||||||||
Trade and other payables |
( |
) | ( |
) | ||||||||
Accrued employee benefits |
||||||||||||
Lease liabilities |
( |
) | ( |
) | ||||||||
Net cash used in operating activities |
( |
) | ( |
) | ||||||||
Cash flows from investing activities: |
||||||||||||
Purchase of property and equipment |
( |
) | ( |
) | ||||||||
Net cash used in investing activities |
( |
) | ( |
) | ||||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from exercise of pre-funded warrants, series 2 warrants and common warrants |
||||||||||||
Share issuance transaction costs |
( |
) | ( |
) | ||||||||
Net cash provided by financing activities |
||||||||||||
Effects of exchange rate changes on cash, cash equivalents, and restricted cash |
||||||||||||
Net increase in cash, cash equivalents, and restricted cash |
||||||||||||
Cash, cash equivalents, and restricted cash, beginning of period |
||||||||||||
Cash, cash equivalents, and restricted cash, end of period |
$ | $ | ||||||||||
19
The following table presents selected unaudited condensed consolidated Statements of Operations and Comprehensive Income (Loss) for each quarter of the periods indicated:
Three Months Ended |
||||||||||||||||
September 30, 2024 |
December 31, 2024 |
March 31, 2025 |
June 30, 2025 |
|||||||||||||
(Restated) |
(Restated) |
|||||||||||||||
Operating expenses |
||||||||||||||||
Royalties and license fees |
$ | $ | $ | $ | ||||||||||||
Research and development |
||||||||||||||||
General and administrative |
||||||||||||||||
Total operating expenses |
||||||||||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other income (loss): |
||||||||||||||||
Foreign currency transaction gain (loss) |
( |
) | ||||||||||||||
Interest income (expense), net |
||||||||||||||||
Other expense, net |
( |
) | ( |
) | ||||||||||||
Gain on extinguishment of liabilities |
||||||||||||||||
Total other income, net |
||||||||||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Other comprehensive income: |
||||||||||||||||
Unrealized foreign currency translation gain (loss) |
( |
) | ( |
) | ( |
) | ||||||||||
Total other comprehensive income (loss) |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
Total comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Net loss per share: |
||||||||||||||||
Basic and diluted |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
Net loss per share: |
||||||||||||||||
Weighted average number of shares outstanding: basic and diluted |
||||||||||||||||
4. Liquidity
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the fiscal years ended June 30, 2025 and 2024, the Company incurred net losses of $37.9 million and $21.8 million, respectively, and used cash in operations of $23.6 million and $19.4 million, respectively. The Company expects to continue to incur additional operating losses in the foreseeable future.
The Company’s business focuses on the development of novel genetic medicines and, at this stage in the Company’s development, the Company has not established a source of revenue to cover its operating costs, and as such, is dependent on funding operations through capital financing activities. As of June 30, 2025, the Company had
$ million in cash and cash equivalents.
On April 22, 2024 we closed a private investment in public equity (PIPE) financing in which we sold
shares of common stock at a price per share of $
and, in lieu of shares of common stock,
pre-funded
warrants to purchase up to an aggregate of
shares of common stock at a price per
pre-funded
warrant of $
, to certain accredited institutional investors. The
pre-funded
warrants were immediately exercisable until exercised in full at an exercise price of $
per share of common stock. Gross proceeds from the financing totaled $
million. The Company also received additional cash during the fiscal year ended June 30, 2025 due to warrant exercises, warrant issuances, and common stock issuances totaling $
million. See Note 9. Stockholders Equity.
On October 11, 2024, we entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (the “Agent”). Pursuant to the terms of the Sales Agreement, we may offer and sell shares of our common stock
having an aggregate offering amount of up to $
million from time to time through the Agent. The Agent will be entitled to a commission from us of
% of the gross proceeds from the sale of shares sold under the Sales Agreement. Through the end of fiscal year ended June 30, 2025, we have not engaged in any sales under the Sales Agreement.
We estimate that our cash and cash equivalents will be sufficient to fund the Company’s operations for at least the next twelve months from the date of this report.
The Company’s ability to continue as a going concern is dependent upon its ability to manage its net loss, become profitable, and obtain adequate financing. While the Company believes in its ability to generate revenue and raise additional funds, there can be no assurances to that effect. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern due to unsuccessful product development or commercialization, or the inability to obtain adequate financing in the future.
5. Cash, cash equivalents, and restricted cash
(US$’000) |
June 30, 2025 |
June 30, 2024 |
||||||
Cash at bank |
$ | $ | ||||||
Restricted cash |
||||||||
Total |
$ | $ | ||||||
6. Prepaid and other assets
(US$’000) |
June 30, 2025 |
June 30, 2024 |
||||||
Prepaid expenses |
$ | $ | ||||||
Market value of listed shares |
||||||||
Total other assets |
||||||||
Less: non-current portion |
( |
) | ( |
) | ||||
Current portion |
$ | $ | ||||||
7. Property and equipment, net
(US$’000) |
June 30, 2025 |
June 30, 2024 |
||||||
Software |
$ | $ | ||||||
Lab equipment |
||||||||
Computer hardware |
||||||||
Furniture and fixtures |
||||||||
Leasehold improvements |
||||||||
Total property and equipment, gross |
||||||||
Accumulated depreciation and amortization |
( |
) | ( |
) | ||||
Total property and equipment, net |
$ | $ | ||||||
Depreciation and amortization expense was $66 and $87
thousand
thousand for the years ended June 30, 2025 and 2024, respectively.
F-21
8. Trade and other payables
(US$’000) |
June 30, 2025 |
June 30, 2024 |
||||||
Trade payable |
$ | $ | ||||||
Accrued consultant fees |
||||||||
Accrued professional fees |
||||||||
Accrued clinical development project costs |
||||||||
Other payables |
||||||||
Total |
$ | $ | ||||||
During the year ended June 30, 2025, the Company agreed to resolve disputed trade payables and accrued clinical development project costs of $1.2 million with a vendor for $495 thousand. This settlement resulted in a gain of $764 and other comprehensive loss under other income (expense) for the period.
thousand recorded in the consolidated statement of operations
The Company has entered into two operating leases for office spaces as of June 30, 2025. On February 1, 2025, the Company entered into a new lease which has an initial expiration date in 2026. On February 24, 2025, the Company entered into an amendment to an existing lease to extend the lease expiration date to 2027 and modify the remaining lease payments. The lease modification was not accounted for as a separate contract and instead the existing operating lease asset and liability were remeasured during the period under agreements that expire in 2026 and 2027. Both leases contain options to extend for additional renewal periods. The leases require the Company to pay utilities, insurance, taxes, and other operating expenses. The Company’s lease does not contain any residual value guarantees or material restrictive covenants.
right-of-use
The tables below show the changes during the year ended June 30, 2025:
(US$’000) |
Operating lease right- of- use assets |
|||
Balance at July 1, 2024 |
$ | |||
Re-measurement during the period |
||||
Initial measurement at February 1, 2025 |
||||
Amortization of right of use asset |
( |
) | ||
Operating lease right-of-use |
$ | |||
(US$’000) |
Operating lease liabilities |
|||
Balance at July 1, 2024 |
$ | |||
Re-measurement during the period |
||||
Initial measurement at February 1, 2025 |
||||
Principal payments on operating lease liabilities |
( |
) | ||
Operating lease liabilities at June 30 2025 |
||||
Less: non-current portion |
( |
) | ||
Current portion at June 30, 2025 |
$ | |||
F-22
As of June 30, 2025, the Company’s operating leases have a weighted average lease term of
years and a weighted average discount rate of
%. The leases’ options to extend are not included within the remaining lease term as the Company is currently not reasonably certain to exercise such options. The calendar year ended maturities of the operating lease liabilities are as follows:
(US$’000) |
June 30, 2025 |
|||
2025 |
$ | |||
2026 |
||||
2027 |
||||
Total operating lease payments |
||||
Less imputed interest |
( |
) | ||
Present value of operating lease liabilities |
$ | |||
The Company recorded lease liabilities and lease assets for the lease based on the present value of lease payments over the expected lease term, discounted using the Company’s incremental borrowing rate. The incremental borrowing rate was determined based on quoted rates by the Company’s business banker for collateralized debt with terms similar to the lease agreements. Rent expense was
$right-of-use
10. Stockholders’ equity
Preferred Stock
On December 6,
2024, th
e stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to authorize the issuance of
shares of preferred stock, par value $
. As of June 30, 2025, there were no
Common Stock
On December 8, 2021, the stockholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock of the Company from 10,000,000 to 40,000,000 , which became effective on December 17, 2021. On December 7, 2022, the stockholders of the Company approved another amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 40,000,000 to 160,000,000 .
The Charter Amendment was filed with the Secretary of State of the State of Delaware and became effective December 9, 2022. On July 26, 2023, the Company effected a reverse stock split (the “Reverse Stock Split”).
1-for-17
On October 11, 2024, the Company entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (the “Agent”). 75 million from time to time through the Agent. The Agent will use its commercially reasonable efforts, as the agent and subject to the
Pursuant
to the terms of the Sales Agreement, the Company may offer and sell shares of the Company’s common stock having an aggregate offering amount of up to $terms of the Sales Agreement, to sell the shares offered. Sales of the shares, if any, may be made in sales deemed to be an offering” as defined in 3.0 % of the gross proceeds from the sale of shares sold under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering.
“at-the-market
Rule
415 under the Securities Act of 1933, as amended. The Company may also agree to sell shares to the Agent as principal for its own account on terms agreed to by the Company and the Agent. The Agent will be entitled to a commission from the Company of On March 25, 2025, the Company entered into an underwriting agreement to which the Company issued and sold (i) 1,143,000 shares of the Company’s common stock, par value $0.0001 per share at a purchase price to investors of $13.00 per share, and (ii) pre-funded warrants to purchase 300,000 shares of Common Stock at an exercise price of $0.0001 per share at a purchase price to investors of $12.999 per warrant. Total gross proceeds from underwriting offering (the “2025 Underwritten Offering”) were $18.8 million less underwriter issuance costs of $1.1 million and other cash issuance costs of $0.4 million. The pre-funded warrants are exercisable immediately and do not have an expiration date.
Concurrently with the 2025 Underwritten Offering, on March 25, 2025, the Company also entered into a Securities Purchase Agreement to which the Company issued and sold 900,000 shares of Common Stock in a registered direct offering at a purchase price of $13.00 per share. Gross proceeds from registered direct offering
were $11.7 million less underwriter issuance costs of $0.7 million.
2
3
The Company entered into a registration rights agreement in connection with the closing of the registered direct offering. The agreement required the Company to use its best efforts to register the shares for resale no later than 60 days following the closing of the registered direct offering.
As of June 30, 2025 and June 30, 2024, common stock reserved for future issuance consisted of the following:
June 30, 2025 |
June 30, 2024 |
|||||||
Common stock warrants outstanding |
||||||||
Common stock options issued and outstanding |
||||||||
Shares available for future issuance under the 2020 Plan |
||||||||
Shares reserved for common stock under the At the Market Offering |
||||||||
Total |
||||||||
Warrants and Common Stock
On December 6, 2019, investors were issued four Purchase Warrants that were exercisable into 12,600 fully paid shares of common stock should the Purchase Warrants be exercised in full (“Purchase Warrants”). The exercise price for the Purchase Warrants is $178.50 per share issued on exercise of a Purchase Warrant. The Purchase Warrants are exercisable, in whole or in part, any time from the date of issue until the fifth anniversary of the date of issue (December 6, 2024 ). On April 22, 2020, the Company issued 2,201 shares of common stock in connection with a cashless exercise of Purchase Warrants exercisable for 6,300 shares of common stock. The Company did not have an effective registration statement registering the resale of the Warrant Shares by the Holder at the time the Holder wanted to exercise the warrant; therefore, the Holder carried out a cashless exercise. The formula for conducting a cashless exercise was outlined in the Warrant agreement. 6,300 purchase warrants remained unexercised and expired in December 2024.
On September 15, 2022, we closed an underwritten public offering in which we issued and sold (i) 1,037,520 shares of the Company’s common stock, (ii) 12,171,628 715,979 shares of common stock at an exercise price of 10.20 10.03 0.17 1.9299 618,987
pre-funded
warrants, which, after giving effect to the Reverse Stock Split, are currently exercisable into $0.0017 per share until exercised in full and (iii) 29,809,471 Series 2 warrants (the “Series 2 Warrants”), which, after giving effect to the Reverse Stock Split, are currently exercisable into 1,753,503 shares of common stock at an exercise price of $11.22 per share. The Series 2 warrants sold in the offering became exercisable commencing December 9, 2022, the date on which the Company had both (a) received approval from its stockholders to increase the number of shares of common stock it is authorized to issue and (b) effected such stockholder approval by filing with the Secretary of State of the State of Delaware a certificate of amendment to its Amended
and Restated Certificate of Incorporation, and will expire on the fifth anniversary of such initial exercise date. The combined purchase price for each share of common stock and accompanying common warrant was $
, which was allocated as $
per share of common stock and $
per common warrant. The Series 2 Warrants contain an exercise price adjustment mechanism providing that certain issuances of common stock (or common stock equivalents), if made at a price lower than the then existing exercise price of such Series 2 Warrants would reset the exercise price to such lower price. As a result of the August 11, 2023 public offering, the exercise price of the Series 2 Warrants has been automatically reset as of the closing time of such public offering to $
. For the nine months ended March 31, 2024, we recorded a deemed dividend, for accounting purposes, during the fiscal quarter ended September 30, 2024 of $
as a result of an adjustment to the exercise price of its Series 2 Warrants due to an exercise price adjustment provision in such warrants.
On
October 17, 2022 and October 27, 2022, investors exercised
and
pre-funded
warrants, respectively, at an exercise price of $
per share.
On August 11, 2023 we closed an underwritten public offering in which we sold 875,949 shares of common stock, 15,126,226 15,126,226 shares of common stock, and 16,002,175 common warrants to purchase up to 16,002,175 shares of common stock. The combined purchase price for each share of common stock and accompanying common warrant was $1.93 , which was allocated as $1.9299 per share of common stock and $0.0001 per common warrant. Each 1.9299 , which was allocated as $1.9298 per 0.0001 per common warrant. The 0.0001 per share of common stock. The common warrants were immediately exercisable at an exercise price of $3.86 per share of common stock and will expire on the fifth anniversary of such initial exercisable date. In addition, the Company granted the underwriter a 2,331,606 additional shares of common stock and/or up to 2,331,606 additional common warrants. The underwriter partially exercised this option and purchased 458,134 additional shares of common stock and 458,134
pre-funded
warrants to purchase pre-funded
warrant was sold together with one common warrant at a combined price of $pre-funded
warrant and $pre-funded
warrants were immediately exercisable until exercised in full at an exercise price of $30-day
option to purchase up to additional common warrants. These additional shares are included in the total sold on August 11, 2023. Net proceeds from the offering, including the impact of the underwriter’s partial exercise of its option and net of underwriting discounts, commissions, and other offering expenses, totaled $27.9 million.
On October
17,
2023 an investor exercised
pre-funded
warrants at an exercise price of $
per share. On November
24,
2023, an investor exercised
Series
2 warrants at an exercise price of $
per share. On March
15,
2024 and March
18,
2024, investors exercised
and
pre-funded
warrants, respectively, at an exercise price of $
per share.
On April 10, 2024 and April 19, 2024, investors exercised 25,000 1.93 per share. On April 22, 2024, an investor exercised 28,039 Series 2 warrants at an exercise price of $1.93 per share. On April 23, 2024, May 8, 2024, and May 21, 2024, investors exercised 27,500 , 697,475 , and 13,212 common warrants, respectively, at an exercise price of $3.86
On April 22, 2024 we closed a private investment in public equity (PIPE) financing in which we sold 5,749,152 shares of common stock at a price per share of $4.80 and, in lieu of shares of common stock, 2,584,239 shares of common stock at a price per
pre-funded
warrants to purchase up to an aggregate of pre-funded
warrant of$4.7999 , to certain accredited institutional investors. The 0.0001 per share of common stock. Gross proceeds from the financing totaled $40.0 million.
pre-funded
warrants were immediately exercisable until exercised in full at an exercise price of $Net proceeds, net of commissions and other offering expenses, totaled approximately $37.1 million.
On April 26, 2024, April 28, 2024, and May 16, 2024, investors exercised
,
, and
pre-funded
warrants, respectively, at an exercise price of $
per share.
On July 25, 2024, an investor exercised 269,609 Series 2 warrants at an exercise price of $1.93 per share. On September 12, 2024, an investor exercised 200,000 0.0001 per share.
pre-funded
warrants at an exercise price of $On August 29, 2024, the Company’s stockholders approved the exercise of certain existing warrants issued in April 2024, September 15, 2022 and August 11, 2023 in accordance with the rules of the Nasdaq Stock Market which otherwise would be subject to the Beneficial Ownership Limitation.
On September 2
pre-funded
warrants at an exercise price of $pre-funded
warrants on a cashless basis. On October 15, 2024, an investor exercised 425,000 0.0001 per share. On October 15, 2024, October 17, 2024, October 18, 2024, and October 29, 2024, investors exercised 1,496,214 , 308,803 , 950,000 , 1,554,404 common warrants, respectively, at an exercise price of $3.86 per share. Also on October 29, 2024, an investor exercised 588,239 Series 2 warrants at an exercise price of $1.93 per share.
pre-funded
warrants at an exercise price of $On December 12, 2024, an investor exercised 181,129 53,921 Series 2 warrants at an exercise price of $1.93 per share.
pre-funded
warrants on a cashless basis. Also on December 18, 2024, investors exercised On February 25, 2025, an investor exercised 51,813 common warrants, at an exercise price of $3.86 per share.
On March 2
,
2025, as part of the 2025 Underwritten Offering, the Company issued and sold
pre-funded
warrants to purchase
shares of Common Stock at an exercise price of $
per share at a purchase price to investors of $
per warrant.
The
pre-funded
warrants are exercisable immediately and do not have an expiration date.
On April 11, 2025, an investor exercised 53,922 Series 2 warrants at an exercise price of $1.93 per share. On May 20, 2025, an investor exercised 650,259 common warrants, at an exercise price of $3.86 per share.
Total net proceeds received by the Company during the fiscal year ended June 30, 2025 from the issuance of common stock, prefunded warrants, and exercises of warrants totaled $70.5 million.
As of June 30, 2025, there were 20,443,496 warrants outstanding.
The activity related to warrants for the fiscal years ended June 30, 2025 and 2024, is summarized as follows:
Common Stock from Warrants |
Weighted- average Exercise Price (per share) |
|||||||
Outstanding at July 1, 2023 |
$ | |||||||
Pre-funded warrants issued August 11, 2023 |
$ | |||||||
Common warrants issued August 11, 2023 |
$ | |||||||
Pre-funded warrants issued April 22, 2024 |
$ | |||||||
Common warrants exercised |
( |
) | $ | |||||
Series 2 warrants exercised |
( |
) | $ | |||||
Pre-funded warrants exercised |
( |
) | $ | |||||
Outstanding and exercisable at June 30, 2024 |
$ | |||||||
Pre-funded warrants issued March 25, 2025 |
$ | |||||||
Pre-funded warrants exercised |
( |
) | $ | |||||
Series 2 warrants exercised |
( |
) | $ | |||||
Common warrants exercised |
( |
) | $ | |||||
Purchase warrants expired |
( |
) | $ | |||||
Outstanding and exercisable at June 30, 2025 |
$ | |||||||
Equity Incentive Plan
Employee Share Option Plan
In connection with its re-domiciliation to the United States, the Company assumed BBL’s obligations with respect to the settlement of options that were issued by BBL prior to the re-domiciliation pursuant to the Benitec Officers’ and Employees’ Share Option Plan (the “Prior Plan”). This includes the Company’s assumptions of the Prior Plan and all award agreements pursuant to which each of the options were granted. Each option when exercised entitles the option holder to one share in the Company. Options are exercisable on or before an expiry date, do not carry any voting or dividend rights and are not transferable except on death of the option holder or in certain other limited circumstances. Employee options vest one third on each anniversary of the applicable grant date for three years. If an employee dies, retires, or otherwise leaves the organization, and certain other conditions have been satisfied, generally the employee has 12 months to exercise their options, or the options are cancelled. After the re-domiciliation, no new options have been or will be issued under the Prior Plan.
On July 1, 2024, the Prior Plan and all options granted thereunder expired by its and their terms.
Equity and Incentive Compensation Plan
On December 9, 2020, the Company’s stockholders approved the Company’s 2020 Equity and Incentive Compensation Plan (the “2020 Plan”). The 2020 Plan provides for the grant of various equity awards. Currently, only stock options are outstanding under the 2020 Plan. Each option when exercised entitles the option holder to one share of the Company’s common stock. Options are exercisable on or before an expiry date, do not carry any voting or dividend rights, and are not transferable except on death of the option holder or in certain other limited circumstances. Employee stock options vest in increments of
one-third
on each anniversary of the applicable grant date over three years. Non-employee
director options vest in increments of one-third
on the day prior toeach of the Company’s next three annual stockholder meetings following the grant date. Executive Options granted on December 9, 2024, and December 27, 2024, vest in sixteen substantially equal quarterly installments on the last day of each full fiscal quarter of the Company ending after the grant date. If an option holder dies or terminates employment or service due to Disability (as defined in the 2020 Plan), the option holder generally has 12 months to exercise their vested options, or the options are cancelled. If an option holder otherwise leaves the Company, other than for a termination by the Company for Cause (as defined in the 2020 Plan), the option holder generally has 90 days to exercise their vested options, or the options are cancelled. The maximum contractual term of options granted under the 2020 Plan is ten years . Upon the consummation of a Change in Control (as defined in the 2020 Plan), all unvested stock options will immediately vest as of immediately prior to the Change in Control.
On December 8, 2021, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 108,823 (as adjusted for the Reverse Stock Split). For the fiscal year ended June 30, 2024, our named executive officers (“NEO’s”) were each granted equity incentive awards under the 2020 Plan. On December 6, 2023, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 1,204,537 . On August 29, 2024, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 8,204,537 .
26
Equity Awards
The activity related to equity awards, which are comprised of stock options during the fiscal years ended June 30, 2025 and 2024, respectively, is summarized as follows:
Stock Options |
Weighted- average Exercise Price |
Weighted- average Remaining Contractual Term |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding at July 1, 2023 |
$ | $ | ||||||||||||||
Granted |
||||||||||||||||
Expired |
( |
) | — | |||||||||||||
Forfeited |
( |
) | — | |||||||||||||
Outstanding at June 30, 2024 |
$ | $ | ||||||||||||||
Granted |
||||||||||||||||
Expired |
— | |||||||||||||||
Forfeited |
— | |||||||||||||||
Outstanding at June 30, 2025 |
$ | $ | ||||||||||||||
Exercisable at June 30, 2025 |
$ | $ | ||||||||||||||
Equity-based Compensation Expense
The weighted-average grant-date fair value of stock options granted during the years ended June 30, 2025 and June 30, 2024 was $
and $
, respectively.
The Company estimated the fair value of each employee equity award on the grant date using the Black-Scholes option-pricing model with the following assumptions:
Fiscal Year Ended June 30, |
||||||||
2025 |
2024 |
|||||||
Expected volatility |
% | % | ||||||
Expected term |
||||||||
Risk-free interest rate |
% | % | ||||||
Expected dividend yield |
— | % | — | % | ||||
Expected Volatility. The Company has based its estimate of expected volatility on the historical volatility of the price of its common stock. The Company computed historical volatility data using the daily closing prices for its shares during the equivalent period of the calculated expected term of the equity-based awards.
Expected Term. The expected term represents the period that the equity awards are expected to be outstanding. For stock options with service conditions, it is based on the “simplified method” for developing the estimate of the expected life. Under this approach, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term.
Risk-free Interest Rate. The Company bases the risk-free interest rate assumption on U.S. Treasury constant maturities with maturities similar to those of the expected term of the equity award being valued.
Expected Dividend Yield. The Company bases the expected dividend yield assumption on the fact that it has never paid dividends and does not expect to pay dividends in the foreseeable future.
In addition to assumptions used in the Black-Scholes option-pricing model, the Company accounts for forfeitures of share-based awards as they occur.
27
Share-Based Compensation Expense
The classification of share-based compensation expense is summarized as follows:
(US$’000) |
June 30, |
|||||||
2025 |
2024 |
|||||||
Research and development |
$ | $ | ||||||
General and administrative |
||||||||
Total share-based compensation expense |
$ | $ | ||||||
As of June 30, 2025 and 2024, there was $26.6 million and $4.2 , respectively, of unrecognized share-based compensation expense related to stock options issued under the Share Option Plan and the 3.27
2
020
Plan. Unrecognized expense as of June 30, 2025 is expected to be recognized over a
weighted
average period of
years.
11. Income taxes
Loss before provision for incom
e taxes consisted of the following:
(US$’000) |
Year Ended June 30, |
|||||||
2025 |
2024 |
|||||||
United States |
$ | ( |
) | $ | ( |
) | ||
International |
( |
) | ( |
) | ||||
Total |
$ | ( |
) | $ | ( |
) | ||
The tax effects of significant items comprising the Company’s deferred taxes are as follows:
(US$’000) |
June 30, |
|||||||
2025 |
2024 |
|||||||
Deferred tax assets: |
||||||||
Net operating losses |
$ |
$ |
||||||
Other |
||||||||
Lease liability |
||||||||
Share-based compensation |
||||||||
Intangible assets |
||||||||
Section 174 Capitalization |
||||||||
Gross deferred tax assets |
||||||||
Less valuation allowance |
( |
) |
( |
) | ||||
Deferred tax liabilities: |
||||||||
Right-of-use |
( |
) |
( |
) | ||||
Fixed assets |
( |
) | ( |
) | ||||
Prepaid expenses |
( |
) |
( |
) | ||||
Unrealized foreign exchange gains and losses |
( |
) |
( |
) | ||||
Total deferred tax liabilities |
( |
) |
( |
) | ||||
Net deferred taxes |
$ |
$ |
||||||
ASC
740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. As of June
30,
2025 and
2024, the Company established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets.
The valuation allowance
increased
$
million during the year ended June 30, 2025.
(US$’000) |
Amount |
Expiration Years |
||||||
Net operating losses, federal (post-December 31, 2017) |
$ | |||||||
Net operating losses, state |
||||||||
Net operating losses, Australia |
||||||||
The effective rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:
Year Ended June 30, |
||||||||
2025 |
2024 |
|||||||
Statutory rate |
% |
% | ||||||
Permanent differences |
( |
%) | ( |
%) | ||||
Share-based payments |
( |
%) |
( |
%) | ||||
Change in valuation allowance |
( |
%) | % | |||||
Foreign tax rate differential |
% |
% | ||||||
Section 382 Write-off |
( |
%) |
( |
%) | ||||
Section 162m Write-off |
( |
%) |
% | |||||
Total |
( |
%) |
( |
%) | ||||
The Company is subject to taxation in the U.S., various state jurisdictions and Australia. The Company’s tax returns for the tax years 2019 through 2023 are open and are subject to examination by federal taxing authorities and the Company’s tax returns for tax years 2020 through 2023 are subject to examination by state taxing authorities. The Company is not currently undergoing a tax audit in any federal, state, or Australian jurisdiction.
The entire amount of the Company’s unrecognized tax benefits would not impact its effective tax rate if recognized. The Company has elected to include interest and penalties as a component of tax expense. During the year ended June
30,
2025, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next
12 months.
Internal Revenue Code Section 382 places a limitation (“Section 382 Limitation”) on the amount of taxable income that can be offset by NOL carryforwards after a change in control (generally greater than 50 % change in ownership within a three-year period) of a loss corporation. California has similar rules. Generally, after a change in control, a loss corporation cannot deduct NOL carryforwards in excess of the Section 382 Limitation. Due to these “change in ownership” provisions, utilization of the NOL and tax credit carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods.
Under Australian income tax legislation, losses can be utilized by the Company if it satisfies firstly the Continuity of Ownership Test (“COT”) or if failing that, the Similar Business Test (“SBT”). Broadly, the COT requires a company to show that it maintained continuity of majority beneficial ownership from the beginning of the year in which a loss is incurred to the end of an income year in which a tax loss is sought to be recouped. The SBT requires a company to demonstrate that a “similar business” has been maintained from the time when the COT is failed and throughout the period until the end of the income year that the losses are being recouped.
On June 27, 2024, California’s Governor signed Senate Bill 167 (SB 167), which limits the use of net operating losses and business credits for tax years beginning on January 1, 2024, and before January 1, 2027. The legislation disallows a net operating loss deduction for medium and large businesses and limits the use of tax credits to offset tax due to no more than $
million for each taxable year. The Company evaluated the impact of SB 167 and determined that the legislation did
t materially impact the Company’s income tax provision for the fiscal year ended June 30,
2025.
In July 2025, the U.S. government enacted comprehensive legislation commonly referred to as the One Big Beautiful Bill Act of 2025 (the “OBBB”). The OBBB, which includes a broad range of tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act provisions (both domestic and international). It includes reinstating the option to claim 100 % accelerated deprecations deductions on qualified property and immediate expensing of domestic research and development costs. Income tax accounting guidance requires the effects of tax law changes to be recognized in the period of enactment. Since the legislation was signed into law after June 30, 2025, it had no impact on our operating results for the fiscal year ended June 30, 2025. The provisions of the OBBB are currently not expected to have a material effect on the Company’s financial statements and related disclosures; however, the Company will continue to monitor developments and evaluate any potential future impacts.
F-29
12. Commitments and contingencies
Contract commitments
The Company enters into contracts in the normal course of business with third-party contract research organizations, contract development and manufacturing organizations and other service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments.
Contingencies
From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation.
3
. Segment reportingThe Company’s operating segments are components of the Company for which separate discrete financial information is available and is evaluated by the Company’s chief operating decision maker (“CODM”), the , in deciding how to allocate resources and assess performance. The Company’s CODM views the Company’s operations and manages its business as a single reportable segment with a operating segment, which is the business of discovery and development of therapeutic agents in the treatment of genetic disorders .
Chief Executive Officer
While the Company has subsidiaries in several geographic regions, there are no standalone operations; rather, all R&D activities are supported by a single corporate team. The determination of a single reportable segment is consistent with the consolidated financial information available and regularly reviewed by the Company’s CODM. The Company manages R&D activities and operating expenses on a consolidated basis.
The following table represents the potential format for reporting the results of the Company’s reportable segment for the year ending June 30, 2025:
(US$’000) |
Fiscal Year Ended June 30, |
|||||||
2025 |
2024 |
|||||||
Operating Expenses |
||||||||
Royalties and license fees |
$ |
$ |
( |
) | ||||
Research and development |
||||||||
General and administrative |
||||||||
Other segment items |
( |
) | ( |
) | ||||
Net loss |
( |
) |
( |
) | ||||
Other segment items include foreign currency transaction gain (loss), interest income (expense), other expense, net gain on extinguishment of liabilities, and unrealized loss on investment
1
4
. Related party transactions During the years ended June 30, 2025 and 2024, the Company did not enter into any related party transactions other than as set forth below or equity and other compensation, termination, change in control and other arrangements, which are described or incorporated by reference in Part III of this Annual Report on Form 10-K.
On August 11, 2023, we closed an underwritten public offering of common stock and pre-funded warrants (the “2023 Pre-Funded Warrants”) and common warrants (the “2023 Common Warrants”) that were purchased together with the common stock and the 2023 Pre-Funded Warrants (the “2023 Offering”). We sold an aggregate of 875,949 shares of common stock and 15,126,226 of 2023 Pre-Funded Warrants exercisable for shares of our common stock at an exercise price of $0.0001 per share, and 16,002,175 of 2023 Common Warrants exercisable for shares of our common stock at an exercise price of $3.86 per share in the 2023 Offering. The net proceeds to us from the 2023 Offering were approximately $28.6 million, after deducting underwriting discounts and commissions and estimated 2023 Offering expenses payable by us, and excluding any proceeds we may receive upon exercise of the 2023 Pre-Funded Warrants or the 2023 Common Warrants. Entities affiliated with Suvretta, Franklin Resources and Janus Henderson Group plc, each a beneficial owner of more than five percent of the outstanding shares of our common stock, participated in the offering on the same terms as other investors. Kevin Buchi, one of our directors, purchased 51,813 shares of common stock in the 2023 Offering for an aggregate gross purchase price of approximately $99,999 . 25,907 shares of common stock in the 2023 Offering for an aggregate gross purchase price of approximately $50,000 .
Megan Boston, our Chief Financial Officer and one of our directors, purchased
On April 22, 2024 we closed a private investment in public equity (PIPE) financing (the “April 2024 private placement”) in which we sold
shares of common stock at a price per share of $
and, in lieu of shares of common stock, pre-funded warrants to purchase up to an aggregate of
shares of common stock at a price per pre-funded warrant of $
, to certain institutional accredited investors. The pre-funded warrants were immediately exercisable until exercised in full at an exercise price of $
per share of common stock. Gross proceeds from the financing totaled $
million. Net proceeds, net of commissions and other offering expenses, totaled approximately $
million.
Entities affiliated with each of Suvretta Capital and Franklin Resources, Inc., both of which were greater than 5% stockholders prior to the offering, participated in the April 2024 private placement, purchasing $
and $
of securities in the transaction, respectively. In connection with the 2024 private placement, each of Nemean Asset Management, Adage Capital Partners, HBM Healthcare Investments, Nantahala Capital Management, and Special Situations Fund become beneficial owners of more than 5% of our outstanding shares of common stock.
In connection with the April 2024 private placement, we entered into a Voting Commitment Agreement with the purchasers in the private placement (the “Voting Commitment Agreement”). Pursuant to the Voting Commitment Agreement, the Company was obligated to use its reasonable best efforts to obtain stockholder approval of the exercise of the Pre-Funded Warrants issued in the private placement and the warrants issued in the Company’s underwritten public offerings on September 15, 2022 and August 11, 2023 (the “Existing Warrants,” and together with the Pre-Funded Warrants, the “Warrants”) in accordance with the rules of the Nasdaq Stock Market which otherwise would be subject to the Beneficial Ownership Limitation (the “Stockholder Approval”). The Company obtained the Stockholder Approval by the Company’s stockholders at the Company’s Special Meeting of Stockholders held August 29, 2024. As a result of the Stockholder Approval, holders of the Existing Warrants can waive the 19.99 % beneficial ownership limitation that would otherwise be applicable to such holder. Suvretta Capital has waived the limitation is now subject to a 49.9 % beneficial ownership limitation.
We also entered into a Board Designation Side Letter (the “Board Designation Agreement”) with Suvretta Capital at the closing of the April 2024 private placement. Pursuant to the Board Designation Agreement, the Company agreed to consider for appointment and appoint Kishen Mehta to the Company’s Board, upon consummation of the April 2024 private placement, and in such board class as determined by the Company prior to his appointment. Mr. Mehta was appointed to the Board as a Class I director on June 26, 2024.
On September 26, 2024, Suvretta Capital, on behalf of itself and each of the Suvretta Funds, entered into a waiver with the Company, pursuant to which, among other things (i) Suvretta Capital waived the 19.99% beneficial ownership limitation set forth in each of the warrants held by the Suvretta Funds, and (ii) Suvretta Capital and the Company agreed that Suvretta Capital will not be permitted to complete an exercise of the warrants held by the Suvretta Funds to the extent the beneficial ownership (calculated as provided in the applicable warrants) of Suvretta Capital in the Company following such exercise would exceed 49.9% .
On March 25, 2025, we entered into an Underwriting Agreement with Leerink Partners LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein, pursuant to which we agreed to issue and sell, in an underwritten offering by us (the “Underwritten Offering”), (i) 1,143,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price to investors of $13.00 per share, and (ii) pre-funded warrants to purchase 300,000 shares of Common Stock at an exercise price of $0.0001 per share at a purchase price to investors of $12.999 per warrant. In connection with the Underwritten Offering, we entered into a Securities Purchase Agreement with entities affiliated with each of Suvretta Capital, a greater than 5% beneficial owner prior to the offering (together, the “Purchasers”), pursuant to which we agreed to issue and sell to the Purchasers an aggregate of 900,000 shares of Common Stock at a purchase price of $13.00 per share in a registered direct offering (the “Direct Offering,” and together with the Underwritten Offering, the “Offerings”), the same price per share as the offering price in the Underwritten Offering. We received gross proceeds of approximately $30.5 million and net proceeds of approximately $28.2 million from the Offerings.
1
5
. Subsequent events None.
F-
3
1
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Financial Statements
Reference is made to the Index to the Consolidated Financial Statements included in Item 8 of this report.
Financial Statement Schedules
Required information is included in the notes to the consolidated financial statements.
Exhibit Index
IV-1
IV-2
IV-3
| Exhibit Number |
Exhibit | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 97 | Benitec Biopharma Inc. Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97 to the Registrant’s Form 10-K filed on September 22, 2025) | |
| 101.INS | Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| † | Indicates a management contract or compensatory plan. |
| * | Filed or furnished herewith |
Financial Statements and Schedules of Subsidiaries and Affiliates
None.
IV-4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Hayward, State of California, on the 20th day of March 2026.
| BENITEC BIOPHARMA INC. | ||
| By: | /s/ Dr. Jerel Banks | |
| Dr. Jerel Banks | ||
| Chief Executive Officer | ||
IV-5